HomeMy WebLinkAboutContracts & Agreements_5-2021 AGREEMENT FOR THE ASSIGNMENT OF MAINTENANCE OBLIGATIONS
FOR THE EASTBOUND INTERSTATE 10 FREEWAY OFFRAMP AT
TENNESSEE STREET TO W. COLTON AVENUE (AFFECTS Post Mile
Markers SBD 10 29.859—SBD 10 29.867)
This agreement for the assignment of freeway off-ramp maintenance obligations
("Agreement") is made and entered into this 19th day of January,2021 ("Effective Date"),by and
between the City of Redlands, a California municipal corporation and general law city ("City")
and Property One, LLC, a California Limited Liability Company ("Property One"). City and
Property One are sometimes individually referred to herein as a "Party" and, together, as the
"Parties."
RECITALS
WHEREAS, City and the State Department of Transportation ("STATE") have entered
into an agreement dated January 19, 2021 (the "State Landscape Maintenance Agreement"), for
the maintenance of landscaping and other improvements located within the eastbound interstate
10 freeway ("I-10") off-ramp and on-ramp, in its entirety, from Tennessee Street, both east and
west sides, to its intersection with West Colton Avenue (the "Maintenance Obligations"), a true
and correct copy of which is attached hereto as Exhibit "A" and incorporated herein by this
reference; and
WHEREAS, the State Landscape Agreement provides, in relevant part, that City"...may
install, or contract [emphasis added] authorizing a licensed contractor with appropriate class of
license in the State of California,to install and therefore will maintain, landscaping conforming to
those plans and specifications ("PS&E")prepared by STATE;" and
WHEREAS, Property One further desires to fully assume the City Maintenance
Obligations, on the terms and conditions set forth herein and the State Landscape Maintenance
Agreement and desires to maintain the eastbound interstate 10 freeway("I-10") off-ramp and on-
ramp landscaping, in its entirety, from Tennessee Street, along both the east and west sides,to its
intersection with West Colton Avenue, at Property One's expense, for as long as the State
Landscape Maintenance Agreement is in effect;and
WHEREAS, Property One expressly represents to City that it, and/or Property One's
contractor is able to fully perform the City Maintenance Obligations, as those obligations exist in
the State Landscape Maintenance Agreement; and
WHEREAS, City desires to assign and transfer the City Maintenance Obligations to
Property One, based on Property One's representations stated herein;
NOW, THEREFORE, in consideration of the mutual promises contained herein, and for
other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, City and Property One agree as follows:
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AGREEMENT
Section 1. Purpose and Intent.
A. Property One shall perform the Maintenance Obligations which include,but are not
limited to, inspection, utilities, litter abatement, irrigation repair, providing emergency repair,
replacement, and maintenance, (collectively, hereinafter "Maintain" or "Maintenance") of
landscaping and other improvements as described on Exhibit"A," which is attached hereto and
incorporated herein by this reference.
B. When a planned future improvement is constructed, and/or a revision to the State
Landscape Maintenance Agreement has been effected within the limits of the STATE's right-of-
way herein described,which affects City's division of maintenance responsibility with the STATE
as described in such agreement,the Parties shall prepare and execute a new dated revised Exhibit
"A" which will be made a part hereof and will thereafter supersede the attached original Exhibit
"A" to thereafter become a part of this Agreement to reflect the same. The new exhibit shall be
approved only by an amendment to this Agreement upon the written consent of the Parties, acting
by and through their authorized representatives.
Section 2. Assignment of Maintenance Obligations. Property One,at its sole expense,
shall perform the following:
A. Install, or contract, authorizing a licensed contractor with appropriate class of
license in the State of California,to install,and thereafter shall Maintain landscaping,utilities,and
irrigation conforming to those plans and specifications pre-approve by City and STATE.
B. The degree or extent of Maintenance work to be performed, and the standards
therefore, shall be in accordance with the provisions of Section 27 of the Streets and Highways
Code, and the then current edition of the State Maintenance Manual.
C. To ensure that landscaped areas designated on Exhibit "A" are provided with
adequate scheduled routine Maintenance necessary to Maintain a neat and attractive appearance.
D. To obtain an Encroachment Permit prior to the start of any work within the
STATE's right-of-way that is or is not covered under this Agreement and shall keep the City
informed of all work and permit applications.
E. To furnish and pay for electricity for irrigation system controls,water,and fertilizer
necessary to sustain healthy tree and plant growth during the entire term of this Agreement.
F. To replace unhealthy or dead plantings when observed, or within thirty (30) days
when notified in writing by City that plant/tree replacement is required.
G. To prune shrubs,tree plantings, and trees to control extraneous growth and ensure
City standard lines of sight to signs and corner sight distances are always maintained for the safety
of the public.
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H. To Maintain, repair and operate the irrigation systems in a manner that prevents
water from flooding or spraying onto the STATE's highway, spraying parked and moving
automobiles, spraying pedestrians on public sidewalks/bike paths, or leaving surface water that
becomes a hazard to vehicular or pedestrian/bicyclist travel
I. To control weeds at a level acceptable to the STATE and City. Any weed control
performed by chemical weed sprays(herbicides) shall comply with all laws,rules, and regulations
established by the California Department of Food and Agriculture. All chemical spray operations
shall be reported quarterly (Form LA17) to the STATE to: District Maintenance at 464 W. 4a'
Street, San Bernardino, CA 92401-1400.
J. To inspect landscape, site furnishings, and irrigation on a regular monthly or
weekly basis to ensure the safe operation and condition of the landscape, site furnishings, and
irrigation.
K. To expeditiously Maintain,replace,repair or remove from service any landscaping,
site furnishings, and irrigation system component that has become unsafe or unsightly.
L. To Maintain the entire landscaped area policed and free of litter and deleterious
material.
M. To allow random inspection of landscaping and irrigation by City.
Section 3. Obligation to Maintain. If, during the term of this Agreement, Property
One should cease to Maintain the landscaping, site furnishings, or irrigation to the satisfaction of
the STATE or City as provided in this Agreement, City may either undertake to perform that
Maintenance on behalf of Property One's expense, or direct Property One to remove, or itself
remove, landscaping, site furnishings,or irrigation at Property One's sole expense,and restore the
STATE's right-of-way to its prior, or a safe, operable condition. Property One shall pay to City
such expenses within thirty(30) days of the date of City's written request for reimbursement of its
expenses. However, prior to City performing any Maintenance or removing landscaping, site
furnishings or irrigation, City will provide written notice to Property One to cure the default and
Property One will have thirty(30) days within which to effect that cure.
Section 4. California Labor Code Compliance.
A. Prevailing Wage Payments. Property One shall have the sole obligation and
liability for determining whether the Maintenance performed under this Agreement is done under
contract and falls within the Labor Code section 1720(a)(1) definition of a "public work" in that it
is construction, alteration, demolition, installation, or repair; or maintenance work under Labor
Code section 1771. In such event, Property One shall comply with all provisions of California
Labor Code sections 1720 through 1815, and all applicable provisions of the California Code of
Regulations found in Title 8, Chapter 8, Subchapter 3, Articles 1-7. Property One shall include
prevailing wage requirements in its contracts for the Maintenance work.
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B. Requirements in Subcontracts. Property One shall require its contractors to include
prevailing wage requirements in all contracts to perform Maintenance work under this Agreement,
when the work to be performed by the contractor is a"public work" as defined in California Labor
Code sections 1720(a)(1) and 1771. Property One shall ensure its contracts include all prevailing
wage requirements set forth in City's standard public work contracts, and as required by law.
Section 5. Insurance.
A. Property One's Insurance to be Primary. All insurance required by this Agreement
is to be maintained by Property One for the term of this Agreement and shall be primary with
respect to City and non-contributing to any insurance or self-insurance maintained by City.
Property One shall provide City with Certificates of Insurance evidencing such insurance within
fifteen(15)days of the Effective Date of this Agreement and prior to performing any Maintenance
work.
B. Worker's Compensation and Employer's Liability. Property One, and any
contractor of Property One performing work under this Agreement, shall have Worker's
Compensation and Employer's Liability insurance in force throughout the term of this Agreement
in an amount which meets statutory requirements.Property One,and its contractors, shall execute
and provide City with Exhibit`B,"titled"Workers' Compensation Insurance Certification,"which
is attached hereto and incorporated herein by this reference.
C. Comprehensive General Liability Insurance. Property One shall secure and
maintain in force throughout the term of this Agreement comprehensive general liability insurance
covering all work under this Agreement, including work done by subcontractors, with carriers
acceptable to City. Minimum coverage of one million dollars ($1,000,000)per occurrence, two
million dollars ($2,000,000)aggregate and five million dollars excess for public liability,property
damage and personal injury is required. City shall be named as an additional insured and the
insurance policy shall include a provision prohibiting modification of the coverage limits or
cancellation of said policy except upon thirty(30) days prior written notice to City.
D. Business Auto Liability Insurance. Property One shall have business auto liability
coverage, with minimum limits of one million dollars ($1,000,000) per occurrence, combined
single limit for bodily injury liability and property damage liability. This coverage shall include
all Property One owned vehicles used on the project,hired and non-owned vehicles,and employee
non-ownership vehicles. City shall be named as an additional insured and the insurance policy
shall include a provision prohibiting modification of the coverage limits or cancellation of said
policy except upon thirty(30) days prior written notice to City.
E. Insurance. If the work performed under this Agreement is caused to be done by
Property One under contract,Property One shall require its contractors to maintain in force,during
the term of this Agreement, a policy of general liability insurance, including coverage of bodily
injury liability and property damage liability, naming City and the STATE, and their respective
elected and appointed officials,officers,agents,and employees as additional insureds in an amount
of one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) in aggregate
and five million dollars ($5,000,000) in excess. Such insurance shall be primary to both City and
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the STATE and shall be non-contributing to any insurance or self-insurance maintained by them.
Coverage shall be evidenced by a certificate of insurance with endorsements evidencing the
insurance required by this section 5,and in forms satisfactory to the both City and the STATE,and
shall be delivered to City prior to any work being undertaken by a contractor pursuant to this
Agreement.
Section 6. Indemnity/Hold Harmless. Neither City or any elected or appointed
official, officer, or employee of City (the "Indemnified Parties") shall be liable for any injury to
persons or property occasioned by reason of the acts or omissions of Property One, or its agents,
employees, contractors and subcontractors in the performance of this Agreement. Property One
shall defend, indemnify and hold harmless the Indemnified Parties from any and all claims,
demands, causes of action, liability or loss of any sort, because of, or arising out of, acts or
omissions of Property One, or its agents, employees, contractors and subcontractors in the
performance of this Agreement,except for such claims,demands,causes of action,liability or loss
arising out of the sole active negligence of City, or its officials, agents, and employees, including
all claims, demands, causes of action, liability, or loss because of or arising out of, in whole or in
part,the design or construction of any work performed pursuant to this Agreement.
Section 7. Independent Contractor Status. Property One is for all purposes under this
Agreement an independent contractor and shall perform the Maintenance Obligations as an
independent contractor. Neither City nor of its agents shall have control over the conduct of
Property One or its employees, except as herein set forth. Property One shall supply all necessary
tools and instrumentalities required to perform the Maintenance Obligations. Assigned personnel
employed by Property One are for its account only,and in no event shall Property One or personnel
retained by it be deemed to have been employed by City or engaged by City for the account of, or
on behalf of City. Property One shall have no authority, express or implied, to act on behalf of
City in any capacity whatsoever as an agent,nor shall Property One have any authority,express or
implied,to bind City to any obligation.
Section 8. Termination. This Agreement may be terminated by mutual written
consent of the Parties,and Property One's failure to comply with the provisions of this Agreement
shall be grounds for termination of this Agreement by City. City shall have the right to terminate
this Agreement, without cause and at any time, upon twenty (20) days prior written notice to
Property One.
Section 9. Notices. Notice or other communication required, or which may be given,
pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered(i) on
the date of delivery in person; (ii) five (5) days after deposit in first class registered mail, with
return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or
(iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class,
certified, registered or express mail; in each case properly posted and fully prepaid to the
appropriate address set forth below, or such other address as a Party may provide notice in
accordance with this section:
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CITY: PROPERTY ONE LLC:
City Clerk Donald J. Berry, Jr.
City of Redlands Property One, LLC
35 Cajon Street P.O. Box 7538
P.O. Box 3005 (mailing) Redlands, CA 92375
Redlands, CA 92373
jdonaidson@cityofrediands.org
(909) 798-7531
Section 10. Term of Agreement. This Agreement shall commence on its Effective Date
and shall remain in full force and effect until amended or terminated at any time upon mutual
consent of the Parties, or until terminated by City.
Section 11. Entire Agreement/Amendment. This Agreement represents the entire
agreement and understanding between the Parties as to the matters contained herein,and any prior
negotiations, verbal or written agreements relating to such matters are superseded by this
Agreement. Any amendment to this Agreement shall be in writing, approved and signed by City
and Property One.
Section 12. Attorneys' Fees. In the event any action is commenced to enforce or
interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition
to any costs and other relief,be entitled to the recovery of its reasonable attorney's fees, including
fees for use of in-house counsel by a Party.
Section 13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
IN WITNESS WHEREOF, duly authorized representatives of the City and Property One
have signed in confirmation of this Agreement.
CITY OF REDLANDS PROPERTY ONE, LLC, a California
firnited liability company
By BY ITS MANAGER:
7Ma�or, City of Redlands JUDSON & BROWN, LLC
a Nevada limited liability company
Donald J'. Berry.. Jr.,')Ja6ger
ATTEST:
By
1pdnne Donaldson, City Clerk
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CALIFORNIA LL- ACKNOWLEDGMENT CIVIL CODE§ 1188
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document.
State of California )
County of San Bernardino )
On 1/14/2021 before me, Veronica Burgess, Notary Public
�9
Date Here Insert Name and Title of the Officer
personally appeared Donald J. Berry, Jr.
Name(s)of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(§)—whose name($")""is/are
subscribed to the within instrument and acknowledged to me that he/sW"e/04y executed the same in
his/hprPtheir authorized capacity(ips),and that by his/her/ttyeir signature(sr)on the instrument the personN,
or the entity upon behalf of which the person(s),acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph
is true and correct.
""i f+C;NKA e311JRGESS
� WITNESS my hand and Of'C a seal.r �lr �aMornia
Szn Bernardino County
Co=iissiori It 2179206
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My Coinrn. 9„�cpres Nov 15,2020 Signature
Si nature of Nott Public
The notary commission extended pursuant to Executive Order N-63-20
Place Notary Seal Above
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document: _ Document tel-°
Number of Pages: Signer(s) Other Than Named
Capacity(ies) Claimed by Signers)
Signer's Name: Signer's Name:
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igier Is Representing: Signer Is Representing:
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